The Board of Amigo notes the social media comments from James Benamor over the weekend in which he provides an extract of the terms of an irrevocable instruction which Richmond Group Limited (“RGL”) has purportedly entered into with its broker to acquire up to 29% of the share capital of the Company at up to 20 pence per share (a link to the post is here).
Amigo will be posting its Notice of General Meeting as requisitioned by RGL on or before Friday 11th September, which will include a recommendation to shareholders to VOTE AGAINST all resolutions proposed by RGL.
In the meantime, Amigo cautions its shareholders to be aware of the following aspects of the irrevocable instruction:
· RGL’s offer to start acquiring shares is conditional on Mr Benamor being appointed CEO of Amigo and not upon him being elected to be a director of Amigo.
·Even if the resolution to elect Mr. Benamor to the Board is passed at the forthcoming General Meeting, Mr. Benamor will not automatically become CEO. His appointment to the position of CEO requires the approval of the Board of Amigo and the subsequent approval of the FCA. There is no guarantee approval will be granted.
· Further, RGL will in any event require the prior approval of the FCA to acquire 20% or more of Amigo shares and thereby become a “controller” of a regulated entity. There is no guarantee either that this further approval will be granted. This will limit any share purchase by RGL up to 20%. In the absence of the required prior approval from the FCA, execution of the irrevocable instruction would result in RGL committing a criminal offence when its shareholding exceeds 20%.
· Amigo notes the speculation by Mr. Benamor that the Board may be considering a share buyback. This is not the case. There are no current plans to buyback any shares of Amigo. The resolution proposed at the forthcoming Annual General Meeting is a standard authorisation resolution which is sought on a recurring basis by most listed public companies at their Annual General Meetings and is in line with The Investment Association’s Share Capital Management Guidelines.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014. The person responsible for this announcement is Roger Bennett, Company Secretary.
Senior Secured Notes
This announcement constitutes notice by Amigo Luxembourg S.A. (the “Issuer”) to the holders of the Issuer’s 7.625% Senior Secured Notes due 2024 (for the notes issued pursuant to Rule 144A of the United States Securities Act of 1933, ISIN: XS1533928468 and Common Code: 153392846; for the notes issued pursuant to Regulation S of the United States Securities Act of 1933, ISIN: XS1533928625 and Common Code: 153392862) (the “Notes”) issued pursuant to pursuant to Section 4.03(a)(3) of an indenture dated 20 January 2017 among, inter alia, the Issuer, the guarantors named therein and U.S. Bank Trustees Limited, as trustee and security agent. Amigo is the indirect parent company of the Issuer. This announcement shall constitute a “Report” to holders of the Notes.
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